Bylaws – NJAS

1.0 Mission Statement

1.1 Purpose:

This document will serve the dual purpose of detailing the organizational Bylaws of the Nebraska Japanese Animation Society (NJAS) and will also act as a Standard Operating Procedure document. This will provide the public and individuals involved with the organization to understand how the Board of Directors operates, how to interact with the Board, and to provide transparency. The Board of Directors for the NJAS provides oversight, budgetary review, and monitors organizational activities and performance in accordance with its 501(c)(3) status.

1.2 Mission Statement:

1.2.1 The Nebraska Japanese Animation Society is an organization with the express purpose of promoting and education of the general public of Japanese, Asian and related Pop Culture. While chief focus as an organization is to present, promote, and conduct such educational endeavors as lectures, forums, and conferences for the general public of Japanese and related Asian and Pop Cultures.
1.2.2 To execute the charitable, educational, and artistic purposes of: spreading knowledge of Asian and Pop Culture to a wider audience through the use of investigations, analysis and the facilitation of the exchange of ideas in regards to the topics of cultural issues depicted in various visual and oral mediums; conducting competitions demonstrating and exercising artistic expressions of drawing, writing, and visual performance; creating and demonstrating artistic forms of writing, acting and stage performance, fashion, and computer graphics inspired by Japanese animation, Pop Culture and similar artwork; and sponsoring and conducting public presentations of Japanese animation and related Pop Culture.
1.2.3 This organization is organized and operated exclusively for educational purposes within the meaning of 501(c)(3) of the Internal Revenue Code.

2.0 Membership

2.1 Purpose:

This section will explain the structure, qualifications, terms, vacancies, application process, roles, removal, compensation, and Emeritus status of all members of the Board of Directors of the Nebraska Japanese Animation Society (NJAS).

2.2 Structure:

2.2.1 The business and affairs of the NJAS shall be managed by a Board of Directors of no fewer than five (5) and no more than nine (9) directors.
- 2.2.1.1 The creation of a new board position may be initiated by:
  - 2.2.1.1.1 The Board itself as part of an internal review process. An internal review process can be initiated by the board to review its practices and effectiveness at any time by a vote (see Section 4.2) of the board.
  - 2.2.1.1.2 A written request from an outside entity (person, organization, etc) submitted to njas@animenebraskon.com. The Board will review and reply with verdict in no more than 60 calendar days after receipt of request. This request must include the contact information of the requester and the reasoning for creation of a new Board position.
2.2.2 The directors need not be residents of the State of Nebraska.
2.2.3 Although the number and qualifications of the directors may be changed at any time by amendment to these Bylaws, no change shall affect the current directors during the terms for which they were elected.
2.2.4 The Board shall maintain at all times officers fulfilling the roles of: President, Vice President, Treasurer, and Secretary. The election of these officers shall abide by the Bylaws as established in Section 3.7.

2.3 Qualifications:

Any applicant to or member of the Board must:
- 2.3.1 Be an upstanding member of the community. An upstanding member of the community is recognized as:
  - 2.3.1.1 A person who is a known element within the target demographic of any events hosted by NJAS.
  - 2.3.1.2 A person who has not actively, or through participation, sought to cause harm to the organization.
  - 2.3.1.3 A person who can pass a criminal background check with no felonies, crimes, or pending criminal litigation against a person within the last seven (7) years.
  - 2.3.1.4 A person who can pass a financial background check with no history or evidence of gross fiscal irresponsibility within the last ten (10) years.
  - 2.3.1.5 A person who can pass a sex offender registry search.
  - 2.3.1.6 A minimum education requirement of a high school diploma or equivalency test.
- 2.3.2 Have a minimum of two (2) years experience:
  - 2.3.2.1 Within the NJAS, (or)
  - 2.3.2.2 Within one of its committees (see Section 8.0), (or)
  - 2.3.2.3 Within one of its events (events defined as a budgeted, yearly, primary show lasting between one to three days), (or)
  - 2.3.2.4 As an event organizer of an outside entity, whose mission statement or intent aligns with the stated goals of the NJAS.
  - Addendum 1: An individual providing key services that fulfills a need of the organization as desired by the Board may be eligible on a case by case basis.
- 2.3.3 The minimum age requirement shall be 21 years old.

2.4 Terms:

2.4.1 The term for a member of the Board shall be two (2) years.
2.4.2 This term will initiate in accordance with the Board’s Annual Meeting (See Section 4.3).
2.4.3 Each Board member shall continue to serve after the expiration of their term until a successor shall have qualified and accepted a director position. This extension shall not apply in the event of:
- 2.4.3.1 The removal of a member as disciplinary action, (or)
- 2.4.3.2 By request of the member of which extension is requested, (or)
- 2.4.3.3 In the event that the Board decides that the extension is unnecessary, (or)
- 2.4.3.4 Any untimely loss of a director due to death, incapacitation, medical need, or other scenarios not specifically outlined in these Bylaws.
2.4.4 Any board member who wishes to extend their term by another two years must submit their request in writing to njas@animenebraskon.com during the announcement period of upcoming vacancies (see Section 3.6).

2.5 Vacancies:

2.5.1 Vacancies of the Board shall be defined as:
- 2.5.1.1 A director vacating their appointment due to end of term or leave of absence.
- 2.5.1.2 A Board member unexpectedly vacating their appointment due to disciplinary action, unforeseen and untimely death, incapacitation, medical need, or other scenarios on a case by case basis not specifically outlined in these Bylaws.
2.5.2 Any vacancy that shall arise due to normal expiration of a member’s term shall:
- 2.5.2.1 Be announced publicly on the 1^st day of December of the current year.
- 2.5.2.2 Applications (see Section 2.6) for announced openings shall be received no later than the 1^st day of January following the above announcement(s). (See Section 2.10.1.2.3.2 in the event of no applications received)
- 2.5.2.3 All interviews for announced openings shall take place during the application month of January.
- 2.5.2.4 Final decisions and announcements will be made during the Annual Meeting of the Board (see Section 4.3).
2.5.3 Any vacancy that shall arise due to an unexpected scenario shall:
- 2.5.3.1 Be announced publicly no later than 30 calendar days from the date of vacancy.
- 2.5.3.2 Applications for the announced opening shall be received no later than 30 calendar days after the announcement of vacancy has been made.
- 2.5.3.3 All interviews for the announced opening will be conducted no later than 15 calendar days of the end of the application period.
- 2.5.3.4 Final decisions and announcements will be made no later than five (5) calendar days of the end of the interview period.
2.5.4 Leave of Absence: Any member, due to extenuating circumstances, may request a reprieve of duty from any responsibilities outside of Board membership and Board responsibilities for a period of no more than one year. At the end of this one year period, the Board will revisit the reprieve to either extend the exemption for one additional year or request a return to full organizational involvement. Failure to return to active involvement after the end of this two year period will result in a review of the member’s standing to determine continued involvement on the Board of Directors of the NJAS. The reprieve may be ended at any time by the requesting member.

2.6 Applications:

2.6.1 All applications for new applicants must be:
- 2.6.1.1 Submitted in writing to board@animenebraskon.com.
- 2.6.1.2 Must include a resumé and cover letter.
- 2.6.1.3 Must include a minimum of three professional references with at least one being outside of the NJAS organization.
2.6.2 Any Board member that wishes to extend their term on the Board will submit a written Statement of Intent to board@animenebraskon.com during the application period.

2.7 Challenges:

2.7.1 The applicant may choose to challenge a Board member’s seat and the NJAS Board may recognize it in order to foster growth and healthy competition.
2.7.2 Challenges of Board Member positions may only be announced during the Announcement and Application period
2.7.3 When a sitting Board member’s term is set to expire with no open positions available and no Board member expresses desire to abdicate; prospective applicants must issue a challenge for a Board member’s position that is up for re-election.
2.7.4 The applicant must follow the application rules referenced in Section 2.6.1, and submit a Statement of Intent to their challenge of a Board member whose term is set to expire.
2.7.5 The member whose term is being challenged will then fulfill the role of a Returning Member.
2.7.6 The member whose term is being challenged will, as a Returning Member, not be permitted to participate in the interview process and must be interviewed as a new applicant.

2.8 Interviews:

2.8.1 All applicants, including any Board members who wish to retain their seat, will be required to participate in an interview process. This interview can be conducted in person or virtually, and can be expected to be conducted similarly to any interview for the purposes of professional employment.
2.8.2 Any Board member seeking to retain their seat shall be referred to as Returning Members.
- 2.8.2.1 Returning Members shall not take part in the interviewing process which pertains to: interacting with the applicant(s), conducting the interview(s), or the electing vote(s).
2.8.3 All interviews shall be conducted by the remaining members of the Board who are not Returning Members; this group will be referred to as the Interviewing Members.
- 2.8.3.1 In the event of an even number of Interviewing Members a member of the Board Emeritus shall be added to the Interviewing body (see Section 2.14).
- 2.8.3.2 Interviewing Members shall: interact with the applicant(s), conduct the interview(s), and cast the electing vote(s).

2.9 Voting in regards to applicants:

2.9.1 Standard Voting (see Section 4.2) will apply to the application process with the following exceptions:
- 2.9.1.1 Any current Board member whose extended term comes under vote will not participate in said vote.
- 2.9.1.2 Any participant on the Board filling a Membrum Honorarium role will not participate in said vote.

2.10 Lack of applicants:

2.10.1 In the event that no applicants for open positions on the Board present themselves:
- 2.10.1.1 Any member who has expressed in writing their intent to extend their term will automatically be reinstated for another term.
- 2.10.1.2 If in the event that no applicants have applied, and one or more members of the Board have voluntarily submitted a letter of abdication of their position:
  - 2.10.1.2.1 Any member who has voluntarily expressed a desire to abdicate shall be given ten (10) calendar days to retract their abdication in writing.
  - 2.10.1.2.2 If the abdication of member(s) does not reduce the total number of members of the Board to less than the minimum required number of members, the position of the abdicating member(s) shall be terminated.
  - 2.10.1.2.3 If the abdication of member(s) results in a reduction of the total number of members to less than the minimum required number of members and the abdicating member(s) do not withdraw their intent to abdicate; the Board shall call upon members of the Board Emeritus (see Section 2.14) to fill the total number of roles required to meet the minimum threshold required.
    - 2.10.1.2.3.1 The Board Emeritus shall fill in for the abdicated spot(s) until such time a new member has been selected. The Board Emeritus may be called upon, at minimum, to participate during the Budget Meeting(s), Annual Board Meeting of the Board of Directors, and/or special session that requires a full number of board members.
    - 2.10.1.2.3.2 The application period will remain open until the required minimum board positions have been filled.

2.11 Roles

2.11.1 The two defined roles of members of the Board shall be those of Officer and Member at Large.
- 2.11.1.1 Officer roles and duties shall be outlined in Section 3.0.
- 2.11.1.2 A Member at Large is a currently active member of the Board of Directors with no designated Officer role. While having no specific duty regarding Board function, they may:
  - 2.11.1.1.1 Volunteer for roles and tasks, such as: participation within a Committee or as Super Committee (see Section 8.0).
  - 2.11.1.1.2 Be appointed by the President and/or Vice President to take up roles and tasks, such as: participation within committees or as Special Project Managers.
- 2.11.1.3 All Board members are expected to maintain active involvement in the planning and execution of one or more events as hosted by the NJAS.
- 2.11.1.4 All Board members are tasked with acting as liaisons between the organization and the general public.

2.12 Removal

2.12.1 Scenarios requiring removing a member or officer from the Board or an Agent from a Committee or Super Committee may arise due to necessity or circumstance. The following parameters shall be observed:
- 2.12.1.1 In the event of an individual suffering from incapacitation or medical issue resulting in the inability to continue in their role, or indicate intent to abdicate their role; the Board may vote to remove said person and initiate a special election due to vacancy per Section 2.5.
- 2.12.1.2 Removal for reasons of conduct must be evaluated on a case by case scenario for any infractions committed at any time during a Board Member’s term. These scenarios include, but are not limited to:
  - 2.12.1.2.1 Repeated absence from meetings: in the event of an unexcused absence, except for reasons of ill health or absence from the country, of one-third the total of regularly scheduled meetings of the board (duly called and noticed); the board of directors may in its discretion declare the office of such director vacated by reason of neglect and a successor shall be appointed as provided in Section 2.5.
    - 2.12.1.2.1.1 Notification of absence must be delivered (via phone or by electronic group messaging to the Board) at least 30 minutes prior to the start of any meeting. Lack of notification will be counted as an unexcused absence.
    - 2.12.1.2.1.2 Failure to arrive on time (no more than ten [10] minutes after the beginning of the meeting) will be counted as an unexcused absence.
    - 2.12.1.2.1.3 Repeated unexcused absences which are consistent, but not necessarily consecutive, shall be referred to the Ethics Officer. This referral may result in disciplinary action or removal if gross in nature.
    - 2.12.1.2.1.4 If a member has notified the Board that they will require a Leave of Absence (per Section 2.5), unplanned Special Meetings which are called shall not count towards that Member’s required attendance.
  - 2.12.1.2.2 Loss of status as a Member In Good Standing (see Section 2.14.4).
  - 2.12.1.2.3 Gross negligence as expressed by failure to use reasonable care, resulting in damage or injury to another.
  - 2.12.1.2.4 Corruption as expressed by dishonest or fraudulent conduct by those in power, typically involving bribery or other unethical financial practices.
  - 2.12.1.2.5 Incompetence as expressed by a serious lack of ability or knowledge to perform one’s duty in a capable manner or failure to comply with the organization’s Bylaws.
  - 2.12.1.2.6 Violation of the Conflict of Interest bylaw (see Section 7.0).
2.12.2 Additional practices when voting to remove a member of the Board:
- 2.12.2.1 The Member in question to be removed from the Board will have the opportunity to speak on their own behalf regarding their removal, with exception in the event of incapacitation or medical issue. Said Member shall not cast their vote in regards to their removal.
- 2.12.2.2 If in the event that a Member who cannot cast their vote reduces the total number of votes to less than five (5) votes; the Board shall invite members of the Board Emeritus to engage in the determination process with the intent of reestablishing a minimum number of five (5) votes.
- 2.12.2.3 If a member of the Board Emeritus is decided to be incapable of being a neutral body, an external neutral representative may be sought to operate as an Agent of the Board.
2.12.3 In the event of malfeasance that does not rise to the level of removal from the Board; the Board may enact punitive measures including, but not limited to: censure, probation, reprimand, suspension, or demotion of Officer Role.

2.13 Compensation

2.13.1 No compensation shall be paid to any director of the Board for their services as director. There shall be no reimbursement for expenses regarding: travel to meetings, lodging, per diem, or salaries.

2.14 Board Emeritus:

2.14.1 An Emeritus Board Member is a member who has reached the conclusion of an active board term, but is invited to stay on the board in an advisory capacity. This honorary position is typically given to a board member who made significant contributions to the organization.
2.14.2 Emeritus Board Members may volunteer to assist the Board of Directors in scenarios, usually by invitation, of: deadlock, recusal, conflict of interest, removal, disciplinary action, etc.
2.14.3 Emeritus Board Members, when acting in an invited capacity, have the same voting powers as an active Board member.
2.14.4 In order for a member of the Board to be eligible for Emeritus status, the following must be observed:
- 2.14.4.1 One full term of two years on the Board must have been completed.
- 2.14.4.2 The individual in question must be voted on as a Member in Good Standing. A Member in Good Standing is defined as any person who has fulfilled the requirements for membership and who has not voluntarily withdrawn, been expelled, or suspended by the organization.
- 2.14.4.3 The individual in question, having been established as a Member in Good Standing, must be voted on to be recognized as Board Emeritus.
- 2.14.4.4 If the individual in question is voted to be a member of the Board Emeritus, the offer shall be extended for acceptance before being officially recognized.
2.14.5 When selecting a member of the Board Emeritus, preference should be to recruit the most recent member(s) possible in order to maintain institutional knowledge.
2.14.6 The roster of members of the Board Emeritus shall be audited every other year in order to query continued interest.
- 2.14.6.1 A minimum number of one Board Emeritus shall be maintained at all times.
- 2.14.6.2 Offers for a position on the Board Emeritus shall be sent out no later than the date of the Annual Meeting.
- 2.14.6.3 Members will have maximum of 30 calendar days to respond, lack of response will result in an assumed decline.
- 2.14.6.4 Board Emeritus members who wish to terminate their Emeritus status must notify the NJAS Board in writing prior to their departure.

Addendum A:

Members in Good Standing:
- As of 3/23/2023 the following members were voted on as a member in good standing: Fr. Paul Vasquez, Ashley Alloway
- As of 4/1/2023 the following members were voted on as a member in good standing: Dylan Nigh, Becky Potter
Members of the Board Emeritus:
- As of 1/1/2024 the current Board Emeritus members include: Dylan Nigh

3.0 Officers

3.1 Purpose:

In order for the Board to perform its regulatory duties; a number of individuals are required to operate under key roles. The following section will detail primary roles, secondary roles, members at large, convention chair(s), qualifications, terms, elections, removals, and other officer related items.

3.2 Primary Roles:

The required officers of the NJAS that will be maintained at all times shall be a President, a Vice President, a Secretary, and a Treasurer.
- 3.2.1 The President shall be the principal executive officer of the organization and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the organization. The President shall, when present, preside over all meetings of the Board of Directors. The President may sign deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, or by these Bylaws to some other officer or agent of the organization or shall be required by law to be otherwise signed or executed; and in general, shall perform all duties incident to the office of President and such other duties as prescribed by the Board of Directors from time to time.
- 3.2.2 The Vice President, in the absence of the President or in the event of their death, inability or refusal to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President may sign and shall perform such other duties as may be assigned by the President or Board of Directors.
  - 3.2.2.1The Vice President shall also assume the role of primary contact for the general public or volunteers of the organization for the purposes of calling a Special Session (see Section 4.4).
- 3.2.3 The Secretary shall attend and keep minutes of the meetings of the Board of Directors in books provided for that purpose or in electronic form, see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, and be the custodian of the organization records. The Secretary, in addition, will keep a register of the post office address of each member which shall be furnished to the Secretary by such member, have general charge of the corporate minute books of the corporation or electronic files which contain the minutes, and in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or by the Board of Directors.
  - 3.2.3.1 The Secretary shall also assume the role of secondary contact for the general public or volunteers of the organization for the purposes of calling a Special Session (see Section 4.4).
- 3.2.4 The Treasurer shall have charge, custody, and be responsible for all funds and securities of the organization; receive and give receipts for all securities and monies due and payable to the corporation from any source whatsoever. The Treasurer, in addition, shall deposit all such monies in the name of the organization in such banks, trust companies, or in other depositories as shall be collected in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Treasurer and such other duties as may be assigned by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give bond for the faithful discharge of their duties in such sum and with surety or sureties as the Board of Directors shall determine.

3.3 Secondary Roles:

Secondary Officer Roles, while preferred, are not required as necessary appointments within the NJAS. All members of the Board of Directors assume responsibility for the following roles, but in the instance that an individual has officially fulfilled a particular Secondary Role; they shall serve as the primary contact for such duties as listed below.
- 3.3.1 The Ethics Officer shall ensure compliance through evaluation of the organization’s use of ethics, code of conduct, organizational governance issues, application of policy and/or bylaws, and shall serve as primary contact regarding improprieties, allegations, complaints, and/or conflicts of interest. The Ethics Officer shall also work with Event volunteers operating under the purview of the organization to review and guide adherence to Event and Board policies and procedures, as well as in general perform all duties incident to the office of Ethics Officer and such other duties as may be assigned by the President or by the Board of Directors.
  - 3.3.1.1 The Ethics Officer, upon special request from a convention chair, may engage in review and investigation of adherence to ethics, code of conduct, organizational governance issues, and/or application of policy/bylaws.
    - 3.3.1.1.1 Upon completion of review and/or investigation, the Ethics Officer shall present a summary of their findings to a convened meeting of Board Members and the Convention Chairs of the event in question.
      - 3.3.1.1.1.1 The presented summary shall be an anonymous overview of the issue and resolution.
    - 3.3.1.1.2 In the event an ethics issue is elevated to the Board; the Ethics Officer shall present a full report, including identities, of the matter. This report shall include: names, dates, complaint, other entities involved, and recommendations. The resolution shall be decided by a board vote or other recommendation as decided by the Board.
    - 3.3.1.1.3 In the event an ethics complaint is levied against a member(s) of the Board, who is not the Ethics Officer, the Board shall convene an Expedited Board (see section 4.4). This Expedited Board shall discuss the allegation and will exclude the member(s) that was implicated in the ethics complaint.
      - 3.3.1.1.3.1 After conclusion of the Expedited Board, an additional Board meeting will convene and will include the member(s) who were implicated in the ethics complaint. This meeting will allow the implicated member(s) to discuss the allegation and present their case.
      - 3.3.1.1.3.2 The Expedited Board shall reconvene to deliberate on a decision; this meeting shall exclude the implicated member(s). When a final decision has been made, it shall be communicated to the implicated member(s) by the Ethics Officer.
        3.3.1.1.3.2.1 The Ethics officer shall recuse themselves from the vote regarding the Expedited Board decision.

3.4 Members at Large:

See Section 2.11.1.2 for details regarding a Member at Large.

3.5 Convention Chair(s):

The Convention Chair(s) of an event sponsored by the NJAS shall operate as set forth in Section 8.0

3.6 Qualifications

3.6.1 A Board member must have served 11 months as a member of the Board, in good standing, starting from the date of their appointment.
3.6.2 An Officer of the Board must meet all Board qualifications as determined in Section 2.3

3.7 Terms

3.7.1 The term of each Officer shall be a period of one year and this period shall begin as seen in Section 3.8. This period may be extended per the discretion of the Board in the event that a successor shall have been duly elected and shall have become qualified, unless a member’s service is terminated sooner because of death, resignation, or otherwise.
3.7.2 Vacancies occurring in any office by reason of death, resignation, or otherwise may be filled by the Board of Directors at any meeting.
3.7.3 A member may only hold term for one (1) Primary Role at any given time; all Secondary Role terms may be served concurrent with a Primary Role term.

3.8 Elections

3.8.1 Any member, having met the qualifications as set forth in Section 3.6, shall submit in writing their intent to run for one (1) Primary Role and any Secondary Role(s). This submission of intent must be submitted no later than 24 hours prior to the Annual Meeting (see Section 4.3).
3.8.2 All members that have submitted intent to run will be announced at the time of the Annual Meeting.
3.8.3 All members that have submitted intent to run shall, at the next scheduled Board meeting, should a role have more than one present to the members of the Board their qualifications, vision, and future plans if accepted for said role(s).
3.8.4 Once all members who have expressed interest in said role(s) have provided a presentation; the remaining members of the Board not in contest shall vote to determine the appointment.
3.8.5 Members running uncontested for an Officer position shall also provide a brief summary of their vision and future plans for said role(s). The remaining members of the Board shall vote to determine the appointment.
3.8.6 The announcement of all members fulfilling an Officer role(s) shall be made at the next Leadership and General Staff meeting by the President of the Board, or their duly appointed agent, for all events under the purview of the NJAS.

3.9 Removal

3.9.1 See Section 2.12
3.9.2 The President may remove another officer, but the removed officer shall have the chance to appeal the removal to the Board. The President may be removed upon the agreement of the Vice President, the Secretary, and the Treasurer. Upon removal of the President, the Vice President shall call an emergency special meeting of the Board (see Section 4.4).

3.10 Salaries:

No salaries are authorized for the Officers of the organization.

4.0 Meeting

4.1 Purpose:

This section will detail the structure, frequency, decorum, rules, and general expectations of meetings conducted by the Board of Directors of the Nebraska Japanese Animation Society (NJAS). In addition to Standard Meetings, this bylaw section will also address Special Sessions, the process of an expedited board, and the Annual Board Meeting. The Annual Budget Meeting as a differing entity will be covered in its own section (see Section 9.0)

4.2 Standard Meeting Structure:

4.2.1 Standard Meetings of the Board shall be held at a time and place designated by the President and convenient for a majority of the Board Members.
4.2.2 Standard Meetings shall be open to staff of any NJAS event. If matters arise that are of a sensitive nature or that cannot otherwise be discussed in a public facing manner; the Board may conclude the public portion of a Standard Meeting in order to discuss any further business in confidentiality. The secretary shall document the time and transition to a closed session.
4.2.3 Notice of Meeting time(s): A thirteen month calendar will be put forth following the Annual Board Meeting and announced via NJAS and NJAS event platforms.
4.2.4 A meeting shall not be called to order until quorum has been met.
- 4.2.4.1 A quorum is recognized by the NJAS as a two thirds threshold. For a five member board, this shall be three members; six members shall be four; and so on.
4.2.5 Once a meeting has been called to order, the meeting agenda shall be read.
- 4.2.5.1 Any items to be included in the meeting agenda should be submitted no later than 24 hours prior to the beginning of the scheduled Standard Meeting of the Board.
- 4.2.5.2 For agenda items submitted less than 24 hours prior to the meeting, they will be added to the end of the agenda and discussed if time permits. Exception to level of urgency of said agenda item with a majority vote of the Board.
- 4.2.5.3 Agenda topics will be presented in order by the designated Board member, Agent of the Board, or by members of the staff as called forth by the President.
4.2.6 The presenting individual, when requiring feedback from persons attending, may request discussion in one of two manners:
- 4.2.6.1 Call for open discussion. An open discussion shall be an un-moderated conversation between all persons present.
- 4.2.6.2 Call for By the Numbers. By the Numbers shall be a moderated discussion, one person at a time, in a designated order. (Reference secondary “By the Numbers” document for details).
4.2.7 Motions:
- 4.2.7.1 Motions are made by members of the Board in order to call for decisions.
  - 4.2.7.1.1 The President of the Board will recognize that a motion has been made, and will call for a second to the motion. This motion will not proceed forward unless a fellow member of the Board concurs to move forward with the vote by announcing they second the motion proposed.
    - 4.2.7.1.1.1 Only one announcement of Second is required to move the motion to a discussion forum prior to a vote.
  - 4.2.7.1.2 The motion is then discussed and clarified amongst those present before the final vote on the motion proposed.
- 4.2.7.2 In the event that a motion has been made, and no member of the Board chooses to second the motion proposed, the motion will be considered tabled.
  - 4.2.7.2.1 The President of the Board will recognize that no second has been received and will announce that the motion has been tabled.
    - 4.2.6.2.1.1 Tabled motions may be made again in the future, as desired, by any member of the Board.
4.2.8 Discussion:
- 4.2.8.1 The discussion of a motion is designated to provide an opportunity to clarify any questions or concerns other Board Members may have on the motion proposed. It also provides opportunity for the motion to be amended as necessary should the original motion be unclear in its intent.
- 4.2.8.2 If the discussion period no longer proves productive, a call for the vote or request for table may be made by another Board Member.
4.2.9 Votes:
- 4.2.9.1 A vote may be called in one of two manners by a Board Member or Agent of the Board making a motion:
  - 4.2.9.1.1 An open vote may be called for less complicated matters. This vote will be spoken out in unison as directed by the President of the Board.
    - 4.2.9.1.1.1 The President will call for all in favor, all opposed, all abstaining, and for any objections.
  - 4.2.9.1.2 A vote By the Numbers may be called for more complicated matters. This will allow members to present their final thoughts followed by their vote on the matter (Reference secondary “By the Numbers” document for details).
- 4.2.9.2 The decision by the Board via vote shall be determined by a simple majority and the President will announce whether the motion passes or not.
4.2.10 Conclusion:
- 4.2.10.1 When all agenda items have been brought before the Board, and no additional items need to be addressed, any Board Member may make a motion to adjourn.
- 4.2.10.2 The Board shall maintain control of all minutes, which are available to the general public and convention staff upon request.
  - 4.2.10.2.1 Minutes must be reviewed and redacted in the event that a session has been closed to the public, and information contained therein does not qualify for public disclosure.

4.3 Annual Meetings:

4.3.1 The Annual Meeting shall be held in accordance with Section 4.2, with the following exceptions:
- 4.3.1.1 The Annual Meeting shall be held at a time and place in February designated by the President and convenient for a majority of the Board Members.
- 4.3.1.2 The Annual Meeting shall be held in person at a publicly accessible venue barring extenuating circumstances.
- 4.3.1.3 The Annual Meeting is announced to the general public and NJAS Event Staff
  - 4.3.1.3.1 The Annual Meeting shall be announced in accordance with Section 4.2.3
  - 4.3.1.3.2 The Annual Meeting shall be announced 60 days and again 30 days in advance of the meeting date.

4.4 Special Sessions:

4.4.1 The purpose of a Special Session is to address sudden, unexpected, or otherwise urgent matters that need to be addressed prior to the next scheduled Board meeting.
4.4.2 This session can be called as a Full Board session where all members are required to attend or as an Expedited Board if all members cannot attend.
- 4.4.2.1. A Full Board Special Session shall be held in accordance with Section 4.2, with the following exceptions:
  - 4.4.2.1.1 Special Sessions can be called by any member of the Board, Agent of the Board, or NJAS event staff member.
  - 4.4.2.1.2 The Board Officers responsible for being the contacts and organizers of the Special Session shall be the Vice President and/or Secretary of the Board.
  - 4.4.2.1.3 The Vice President and/or Secretary will have discretion when determining the necessity of a Special Session and may defer to the President of the Board or another Member of the Board, if necessary.
- 4.4.2.2 An Expedited Board shall consist of a minimum of three members to establish quorum, regardless of the total number of members of the Board.
  - 4.4.2.2.1 An Expedited Board shall hold the decision making authority of the entire Board and is entrusted to uphold the trust of the Board.
  - 4.4.2.2.2 The Expedited Board shall present its findings and votes to the entirety of the Board of Directors within 24 hours of conclusion of the Special Session.
  - 4.4.2.2.3 The entirety of the Board of Directors shall then have 24 hours to concur with or object to the findings of the Expedited Board.
    - 4.4.2.2.4 At the conclusion of this second 24 hour period, the decision of the Expedited Board will be executed or rebuked based on the overall votes of the entire Board.

4.5 Budget Meeting:

4.5.1 For details regarding the NJAS Budget Meeting, please refer to Section 9.0.

5.0 Contracts, Checks, Drafts, Orders, Deposits, and Gifts

5.1 Purpose:

This section shall provide guidance on the process of handling Contracts, Checks, Drafts, Orders, Deposits, and Gifts. It will specifically establish which of these shall be managed by the Board, or by its designee.

5.2 Contracts

5.2.1 The Board of Directors may authorize any officer(s), agent(s) of the Board, or committee(s), to execute and/or enter into any contract in the name of and on the behalf of the organization, and such authority may be general or may be confined to specific instances.
5.2.2 The Board shall retain authority to review, modify, approve, or veto all contracts made under the name of the NJAS or a NJAS event via Special Session (See Section 4.4)

5.3 Checks, Drafts, or Orders

5.3.1 All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the organization, shall be signed by such officer(s), or agent(s) of the Board as shall be determined by the Board of Directors.
- 5.3.1.1 In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or authorized signer of the NJAS.

5.4 Deposits

5.4.1 All funds of the NJAS shall be deposited to the NJAS account(s) in such banks, trust companies, or other depositories as the Board of Directors may have designated.
- 5.4.1.1 All Board members, upon individual request, shall have access to a complete listing of all banks, trusts, and depositories.

5.5 Gifts

5.5.1 The Board of Directors, Agent(s) of the Board and any NJAS event staff may accept or reject on behalf of the NJAS any contribution, gift, bequest, device, for any purpose of the NJAS.
5.5.2 The Board of Directors, agent(s) of the Board and any NJAS event staff shall not solicit or accept for personal benefit directly or indirectly any gift, loan, discount or any item of substantial monetary value of $500 from any person or company that is seeking to conduct or is currently conducting business with NJAS. Agent(s) of the Board and any NJAS event staff should consult with the Board of Directors on the appropriateness of any gift exchange.
- 5.5.2.1 Any gift offered to the NJAS shall be reviewed prior to acceptance. This review shall be guided by the Conflict of Interest Bylaws (Section 7.0)
- 5.5.2.2 Any gift offered with the express purpose of quid pro quo shall be rejected outright and then reported to the Board of Directors.

6.0 Indemnification

6.1 Purpose:

The section will explain indemnification, how this applies to the NJAS, and how the NJAS shall implement this process.

6.2 Definitions:

6.2.1 Indemnity: security or protection against a loss or other financial burden.
6.2.2 Indemnification: compensation for harm or loss.

6.3 Indemnification

6.3.1 To the extent permitted by law and concordant with local, state, and federal law, the organization shall not indemnify any person who was or is a party or is threatened to be made a party to any threatened , pending or completed action or suit by or in the right of the organization to procure a judgment in its favor by reason of the fact that they are or was a director, officer, employee, or agent of the organization, or is or was serving at the request of the organization as a director, officer, employee, or agent of another corporation, organization, partnership, joint venture, or other enterprise or as a trustee, officer, employee, or agent of an employee benefit plan, against expenses, including attorney fees, actually and reasonably incurred by them in connection with the defense or settlement of such action or suit if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the organization. This does not prohibit a voluntary indemnification by resolution of the Board of Directors for the individuals implicated in this section.

6.4 Insurance to Indemnify

6.4.1 To the extent permitted by law, the organization shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the organization against any liability asserted against him or her and incurred in such capacity or arising out of their status as such, whether or not the organization would have the power to indemnify them against such liability.

6.5 Right to Indemnify Not Limited

6.5.1 The lack of indemnity provided for by this Bylaw shall not be deemed to be exclusive of any other rights to which those mentioned may be otherwise entitled, nor shall the provisions of this Bylaw be deemed to prohibit the organization from extending its indemnification to cover other persons or activities to the extent permitted by law or pursuant to any provision in the Bylaws.

7.0 Conflicts of Interest (COI)

7.1 Purpose:

This section will establish ethical guidance regarding financial matters, compensation, general conflicts of interest, whistleblowers, kickbacks, quid pro quo, nepotism, recusal, procedure to handle conflicts of interest, and a number of other incidents that may arise which require special consideration.

7.2 Definitions

7.2.1 Interested Party: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below is an interested person.
7.2.2 Financial interest: “Financial Interest” means anything of actual or potential monetary value, whether or not the value is readily ascertainable. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family has one or more of the following:
- 7.2.2.1 An ownership or investment interest in any entity with which the Organization has a transaction or arrangement
- 7.2.2.2 A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement
- 7.2.2.3 A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization is negotiating a transaction or arrangement.
7.2.3 Compensation includes direct and indirect remuneration as well as gifts and/or favors that are insubstantial. A financial interest is not necessarily a conflict of interest.
7.2.4 Significant financial interest: Anything of monetary value including, but not limited to, an interest in a business consisting of any stock, stock option, or similar ownership interest in such business; or receipt of, or expectation to receive, any income. The following is a non-exhaustive list of examples: a consulting fee, honoraria, salary, allowance, forgiveness, interest in real or personal property, dividend, royalty derived from the licensing of technology or other processes or products, rent, capital gain, loans, or any other form of compensation.
7.2.5 The term financial interest does not include the following types of financial interests:
- 7.2.5.1 Any travel paid for by any entity other than NJAS must be disclosed. This disclosure will include, at a minimum, the purpose of the trip, identity of the sponsor/organizer, destination, and duration. In accordance with NJAS’s Financial Conflict of Interest (FCOI) policy, the Director of the NJAS or their designee will determine if further information is needed, including a determination or disclosure of monetary value, in order to determine whether the travel constitutes an FCOI.
- 7.2.5.2 Direct monetary compensation that shall include: cash, electronic transfer of funds, stocks, bonds, bank accounts, mutual funds, or other liquid assets.
- 7.2.5.3 Any material good provided as a gift or payment that would carry any monetary value.
- 7.2.5.4 Any offer of employment that would provide said employer, who would stand to benefit from, direct influence to the voting powers of a member of the Board of Directors.

7.3 Financial Conflict of Interest (FCOI)

7.3.1 Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Ethics Officer and/or the Treasurer of the Board of Directors.
7.3.2 Violations of Conflicts of Interest Policy regarding Financial:
- 7.3.2.1 If the governing board or committee has a reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
- 7.3.2.2 If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
7.3.3 Compensation:
- 7.3.3.1 A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- 7.3.3.2 A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member’s compensation.
- 7.3.3.3 Any voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, must provide information to any committee regarding compensation upon request.
7.3.4 Self-Enrichment:
- 7.3.4.1 No member of the Board who is also a private business owner whose business aligns with the interest of the organization shall make a bid, themselves or by proxy, without informing the Board of their involvement with said private business.
- 7.3.4.2 In the event that a member of the Board, owning a private business, were to make a bid; the Board must review a minimum number of competing bids and shall not engage in zero-bid contracts.

7.4 Ethical Conflict of Interest (ECOI):

7.4.1 All members of the Board are expected to conduct themselves as Members in Good Standing as defined in Section 2.14.4.2.
7.4.2 Misappropriation of, but not limited to, goods, funds and/or favors shall be in violation of these ethics.
7.4.3 Any matter relating to spouses and immediate members of family to include first cousins shall be considered a conflict of interest and shall require recusal (see Section 7.5).
- 7.4.3.1 Any other familial relations outside of the above mentioned shall be made transparent to the board for Inquiry of Recusal (Section 7.5).
7.4.4 Matters relating to a member’s involvement with Super Committee activities shall require recusal.
7.4.5 Conflicts of Interest related to Board member elections (section?) and/or interviewee (Section 2.8).
7.4.6 Kickbacks:7.4.6.1 Kickbacks are defined as misappropriation of funds that enriches a person of power or influence who uses the power or influence to make a different individual, organization, or company richer. Generally, a kickback is an illegal payment or transfer of something of value in exchange for receiving preferential treatment for the goods or services provided by the person providing the bribe. Kickbacks are considered a form of bribery and anti-competitive conduct.
7.4.6.2 Some examples include: money, favors, a gift, credit, food, event tickets, gift cards, or anything else of value. If the purpose of giving the gift is to induce or reward referrals or preferential treatment for goods or services, this is considered a kickback.
7.4.6.3 Kickbacks are generally pre-negotiated.
7.4.7 Quid Pro Quo:7.4.7.1 Quid Pro Quo is defined as: a favor or advantage granted or expected in return for something. Quid Pro Quo indicates that an item and/or service has been traded in return for something of value, usually when the property or equity of the transaction is in question. This may or may not include sexual favors.
7.4.7.2 Quid Pro Quo is typically illegal.
7.4.8 Nepotism7.4.8.1 Nepotism is defined as the practice of favoring relatives, spouses or providing preferential treatment to anyone for a position of power or influence where they would otherwise not be qualified for the role.7.4.8.1.1 This includes but is not limited to the roles of Board members, Agents of the Board, any Super Committee Chairs and/or Committee Chairs, who are married, dating or related to each other.
7.4.9 Confidentiality of topics discussed in closed sessions shall be maintained.

7.5 Inquiries and Calls for Recusal

7.5.1 Recusal is defined as the withdrawal of any voting member(s) on the grounds that they are unqualified to perform their duties because of a possible conflict of interest or lack of impartiality.
7.5.2 An Inquiry of Recusal occurs when any member asks for a judgment of the Board of Directors of whether they or another member of the Board should be recused from a topic. This is presented as a question to determine if a conflict of interest exists.
7.5.3 A Call for Recusal occurs when any member specifically requests that they or another member of the Board be recused from a topic. This is presented as a request, typically when a known conflict of interest exists.
7.5.4 After disclosure of the conflict of interest and all material facts, and after any discussion with the interested person, they may be asked to leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

7.6 Procedure for Addressing the Conflict of Interest:

7.6.1 An interested person may make a presentation to the governing board or committee meeting, but after the presentation, they may be asked to leave the meeting during the discussion of, and the vote on, the matter involving the possible conflict of interest.
7.6.2 The chair of the governing board or committee may appoint an unbiased person or committee to investigate alternatives to the proposed matter.
- 7.6.2.1 After exercising due diligence, the governing board or committee shall determine whether the Organization can obtain with reasonable efforts a more advantageous resolution from a person or entity that would not give rise to a conflict of interest.
- 7.6.2.2 If a more advantageous resolution is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the unbiased Board members whether the matter is in the Organization’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to continue with the original transaction or arrangement.
7.6.3 For the minutes of the proceedings governed by this section see Section 4.2 or 4.4

7.7 Statement of Affirmation

7.7.1 Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
- 7.7.1.1 Has received a copy of the conflicts of interest policy,
- 7.7.1.2 Has read and understands the policy,
- 7.7.1.3 Has agreed to comply with the policy, and
- 7.7.1.4 Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

7.8 Whistleblower Policy

7.8.1 The definition of a Whistleblower is a person who informs on a person or Organization engaged in illicit, fraudulent or hazardous activity.
7.8.2 The Organization is committed to operating in furtherance of its tax-exempt purposes and in compliance with all applicable laws, rules and regulations, including those concerning accounting and auditing, and prohibits fraudulent practices by any of its board members, officers, employees, or volunteers. This policy outlines a procedure for members of the Organization to report actions that an individual reasonably believes violates a law, or regulation or that constitutes fraudulent accounting or other practices.
- 7.8.2.1 This policy applies to any matter which is related to the Organization’s business and does not relate to private acts of an individual not connected to the business of the Organization.
7.8.3 If a member of the Organization has a reasonable belief that an individual or the Organization has engaged in any action that violates any applicable law, or regulation, including those concerning accounting and auditing, or constitutes a fraudulent practice, the individual is expected to immediately report such information to the President of the Board. If the individual does not feel comfortable reporting the information to the President, they are expected to report the information to the Vice President.
7.8.4 All reports will be followed up promptly, and an investigation will be conducted. In conducting its investigations, the Organization will strive to keep the identity of the Whistleblower(s) as confidential as possible, while conducting an adequate review and investigation.
7.8.5 The Organization will not retaliate against an individual in the terms and conditions of volunteer status provided that individual believes they are reporting in good faith a violation or engagement of illicit, fraudulent or hazardous activity or to pursue a claim or take legal action.
7.8.6 The Organization may take disciplinary action (up to and including termination) against an individual who, in the Board’s assessment, has engaged in retaliatory conduct in violation of this policy.
7.8.7 In addition, with the intent to retaliate, the Organization will not take any action harmful to any individual who has otherwise provided to law enforcement personnel or a court truthful information relating to the violation or possible violation of any applicable law or regulation done by the Organization or any of its volunteers.
7.8.8 Leadership will be trained on this policy and the Organization’s prohibition against retaliation in accordance with this policy.

7.9 Other matters related to COI

7.9.1 Periodic Reviews may be initiated:
- 7.9.1.1 If compensation arrangements and benefits are reasonable.
- 7.9.1.2 If partnerships, joint ventures, and arrangements with management organizations conform to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement impermissible private benefit or in an excess benefit transaction.
- 7.9.1.3 Shall be conducted annually, starting in February to coincide with the beginning of the budgetary fiscal year.
- 7.9.1.4 Documentation – standard disclosure form will be completed by all members, meeting minutes shall be kept in accordance with Section 4.2 or 4.4.
- 7.9.1.5 When conducting the periodic reviews, the Organization may, but is not required to, use outside advisors. If outside advisors are used, their use shall not relieve the governing board from its responsibility for ensuring periodic reviews are conducted.

7.10 Reporting impropriety to the NJAS Board of Directors

7.10.1 Any volunteer at any level of the Organization’s structure, including events, super committees, and committees; shall be provided communication tools to report ethical concerns, conflicts of interest, and other impropriety to the Board. These concerns may include either the Board itself or any entity operating under the purview of the NJAS.
7.10.2 The Ethics Officer shall be the initial point of contact for all concerns.
7.10.3 If the Ethics Officer is considered to be compromised, the President of the Board shall act as the Ethics Officer.
7.10.4 If the President of the Board is considered to be compromised, the Vice President of the Board shall act as Ethics Officer.
7.10.5 If both the President and Vice President of the Board are considered to be compromised, a Board Emeritus shall be called upon.

7.11 Oversight

7.11.1 The Board of Directors shall reserve the right to apply its Conflict of Interest bylaws to any event, super committee, committee, agent or individual operating therein; that exists within the Organization. This determination to apply oversight shall prevail over any policy that may have existed prior. If in the event that a policy already exists, the Board of Directors may apply, at their discretion, parts of Section 7.0 to modify the pre-existing policy on a case by case basis.
- 7.11.1.1 Individual events under the NJAS may implement policies no broader than those outlined by the NJAS.

7.12 Violations

7.12.1 Any violations of the Bylaws of the NJAS may be handled in one of many ways depending on the severity or recurrence of violations:
- 7.12.1.1 Verbal Warning: For minor violations a verbal warning, to be included in the minutes, shall be given. This shall be internal to the Board.
- 7.12.1.2 Written Warning: For violations elevated above minor, but that are not of a more serious nature or as a response for multiple minor violations, a written warning will be issued. This written warning will be included with the minutes and a 30 day probation period will be implemented. Violations during that time will be escalated. This shall be internal or external to the Board.
- 7.12.1.3 Rebuke: For serious violations or continued lesser violations, a member of the Board shall be rebuked verbally and in writing. This shall initiate a 60 day probation period and if necessary removal from particular Board functions. This may be presented externally to the Board.
- 7.12.1.4 Censure: This is a high level violation that will result in all of the previous actions, and shall include full removal from all activities of the Board pending reconciliatory action on the part of the censured member. The probationary period shall exceed 60 days and shall be voted on by the Board in relation to the severity of the infraction. This may be presented externally to the Board.

7.13 Removal

(see Section 2.12)

8.0 Agents of the Board

8.1 Purpose:

This section shall detail the relationship of all entities created by the Board of Directors of the NJAS and how those relationships shall operate within the organizational structure. Agents, Super Committees, Committees, contractors, consultants, and others shall be included.

8.2 Agents of the Board

8.2.1 Agents shall be chosen by the Board of Directors and will be the Chair of their Super Committee.
- 8.2.1.1 Agents shall act as the voice of the Super Committee that they represent and shall hold a seat on the Board of Directors
- 8.2.1.2 Agents shall propose a Secondary Agent (“Vice Chair”) to serve with them. With the Boards blessing and voted upon by the staff of the Super Committee they represent.
8.2.2 Agents are not considered Members of the Board and shall only have voting rights in regards to decisions that directly impact the Super Committee that they represent.
- 8.2.2.1 Agents shall not vote on matters relating to other Super Committees and Agents should only be requested to vote by the Board in the instance that a tie must be broken.
8.2.3 Agents shall be held to the same ethical standard as full Board members as laid out in Section 7.0

8.3 Super Committees

8.3.1 Any event that operates under the purview of the NJAS shall be referred to as a super committee.
8.3.2 Each super committee shall have its own policies and staff organizational chart.
8.3.3 The Vice Chair of a super committee may act on the behalf of the super committee Chair, by request of the Board or the Chair of the super committee.
8.3.4 Super committees may utilize the policies and procedures of other NJAS super committees as needed.
- 8.3.4.1 The Board shall make the determination if any NJAS policy should be applied to all super committees as needed.
8.3.5 Any super committee shall be expected to operate fully autonomously, unless the Board determines otherwise.

8.4 Committees

8.4.1 Committees are formed by the Board to provide specific functions either in direct assistance to the Board itself, or to operate in a capacity across all Super Committees.
8.4.2 These Committees are typically tasked with a very specific function that the Board would like to see standardized across the organization.
- 8.4.2.1 Some examples of tasks committees would be created include: Marketing, Auditing, Training, Volunteer parties/outings.
8.4.3 Individuals may be recruited across multiple elements of the organization to include the Board itself.
8.4.4 The leader of a Committee may be any member of said Committee, or a Board member may be designated as a leader and shall act as a liaison to the Board regarding the Committee’s function and progress.
8.4.5 The creation and dissolution of any Committee is the decision of the Board, with recommendations of those involved to be taken into account.

8.5 Contractors

8.5.1 Contractors shall refer to any paid third party service that the Board requires and shall have no voting power on any business presented to the Board.
- 8.5.1.1 Includes but not limited to: Legal Representation and Website hosting services.
8.5.2 Hired Contractors shall be chosen by a motion with majority vote of the Board of Directors.
- 8.5.2.1 Termination of Contractor relationships shall also be dissolved by motion and majority vote of the Board of Directors or completion of the task hired to perform.

8.6 Consultants

8.6.1 Consultants may be paid or volunteered services directly to the Board of Directors and shall have no voting power on any business presented to the Board.
8.6.2 Consultants must be neutral perspectives used to provide expertise, independent audits, act as “secret shoppers”, and other services.
8.6.3 Consultants shall be chosen by a motion with majority vote of the Board of Directors.
- 8.6.3.1 Termination of Consultant relationships shall also be dissolved by motion and majority vote of the Board of Directors or completion of their services.

9.0 Super Committee Budgets

9.1 Purpose:

The annual budgetary meeting for the NJAS will be provided its own bylaw as it is a unique procedure within the organization. This meeting shall be a presentation of individual departments operating within Super Committees of the NJAS. They will present requests for allocation of resources to be reviewed then approved, modified, or denied by the Board of Directors.

9.2 Super Committee Budget Timeline

9.2.1 The timeline for each Super Committee budget shall be finalized at the first Regular Board Meeting one month following the conclusion of the event. This will be a schedule of when the following year’s budgets will be due for review by the NJAS Board of Directors.
- 9.2.1.1 The timeline for each Budget shall include but not be limited to:
  - Due date to the Board
  - Period for Board review including prior year’s budget maintenance.
  - Discussion and presentation of the budget to the Board
  - Approval of the budget

9.3 Super Committee Budget Meeting

9.3.1 Each Super Committee Budget Meeting shall be held at a time and place most convenient for the majority of parties involved.
9.3.2 Notification of the date, time and place of the Budget Meeting shall be announced no less than 14 days in advance.
9.3.3 Each department within each Super Committee shall sign up for a block of time. This block of time shall be a minimum of 15 minutes and a department may request multiple blocks of time depending on need.
- 9.3.3.1 Format to be agreed upon by Board and Event Agent.
9.3.4 The Board of Directors will set a Grand Budget for each Super Committee

9.4 Money shall never be moved between Super Committees.

9.5 In the event the organization is to dissolve

Upon the dissolution of this organization or the winding up of its affairs, subject to the discharge of valid obligations of the organization, the organization’s assets shall be distributed exclusively to one or more nonprofit organizations which then qualify under the provisions of Section 501(c)(3) of the of the Internal Revenue Code, or corresponding provisions of any future federal tax code, as is (are) selected by the organization’s Board of Directors.

9.6 Super Committee Expense Reporting of incomes and expenses

9.6.1 Each Super Committee is required to track their incomes and expenses and to be completed as soon as administratively possible.
- 9.6.1.1 Complete, Accurate and Timely accounting of income and expenses will ensure an expeditious approval for funds the following year.
- 9.6.1.2 Consequences for going over budget will be determined at the discretion of the NJAS Board of Directors.

9.7 Super Committee Money Management

9.7.1 Each Super Committee shall determine if they wish to manage their own funds once approved by the Board.
- 9.7.1.1 Cards may be issued to Members of the Super Committee individually
  - 9.7.1.1.1 Directors within the Super Committee
  - 9.7.1.1.2 Additional individuals upon special approval of the Board
- 9.7.1.2 Cards may be issued to the Board of Directors to use on behalf of each Super Committee
  - 9.7.1.2.1 Board President and Board Treasurer
    - 9.7.1.2.1.2 Additional Board members may be added as necessary
  - 9.7.1.2.2 Each Super Committee will still be responsible for tracking their incomes and expenses as outlined in Section 9.6

10.0 Miscellaneous Policies and Addendums

10.1 Purpose:

This section will provide a general area to include various Board policies and addendums that cannot be conveniently placed elsewhere.

10.1.1 “By the Numbers” update and maintain